Correspondence: Alan Dignam, School of Law, Queen Mary, University of London, London, UK. E-mail: a.dignam@qmul.ac.uk

¹is a reader in Corporate Law at the School of Law, Queen Mary, University of London. His major research interests are company law, corporate governance and the application of Constitutional Rights/Human Rights to corporations. He has authored numerous research articles and books in these and other related areas. He is an advisor to Amnesty International's Business Group on their corporate accountability campaign and a member of the International Advisory Committee to the South African Department of Trade and Industry Company Law Review. He is currently working on a number of comparative corporate governance research projects.

Received 17 April 2007.

Abstract

This paper surveys the potential impact of importing shareholder-oriented takeover regulation into jurisdictions like Germany and France that have a more social market tradition. It examines the controversy within the EU on the shareholder orientation of the EU takeovers directive, and in order to examine the extent to which importing shareholder focused regulation can exert a transforming effect it creates a data set on Australian takeovers in the period 1992–2004. The data set reveals that there is a weak market for corporate control in Australia and that the introduction of shareholder-oriented regulation has had little effect on that weakness. The paper then suggests that the weakness in the market for corporate control is down to key factors such as concentrated ownership, capital controls and labour law. This has important implications for the EU debate on takeovers regulation, as the Australian evidence would suggest that simply introducing shareholder-oriented takeover regulation is unlikely to exert a transforming effect in the face of much stronger influences like concentrated ownership and labour law, both of which are present in abundance in most of the EU social market systems.